Boozy, brassy Apple Annie, a beggar with a basket of apples, is as much a part of downtown New York as old Broadway itself. Bootlegger Dave the Dude is a sucker for her apples -- he thinks they bring him luck. But Dave and girlfriend Queenie Martin need a lot more than luck when it turns out that Annie is in a jam and only they can help: Annie's daughter Louise, who has lived all her life in a Spanish convent, is coming to America with a Count and his son. The count's son wants to marry Louise, who thinks her mother is part of New York society. It's up to Dave and Queenie and their cronies to turn Annie into a lady and convince the Count and his son that they are hobnobbing with New York's elite.
Elenco: Glenn Ford , Bette Davis , Hope Lange , Arthur O'Connell , Peter Falk , Thomas Mitchell , Edward Everett Horton , Mickey Shaughnessy , David Brian , Sheldon Leonard , Ann-Margret , Barton MacLane , John Litel , Jerome Cowan , Jay Novello , Frank Ferguson , Willis Bouchey , Fritz Feld , Ellen Corby , Gavin Gordon , Benny Rubin , Jack Elam , Mike Mazurki , Hayden Rorke , Doodles Weaver , Betty Bronson , Paul E. Burns , Marc Cavell , Bess Flowers , Byron Foulger , Kermit Maynard , 'Snub' Pollard , Amanda Randolph , George E. Stone , Dick Wessel , Grace Lee Whitney , Peter Mann , Tom Fadden , Bert Stevens , Harry Wilson , Arthur Tovey , Chuck Hamilton , Angelo Rossitto .